STOCK OPTION AGREEMENT PURSUANT TO THE CITY HOLDING COMPANY 2003 INCENTIVE PLANStock Option Agreement • March 15th, 2005 • City Holding Co • National commercial banks
Notwithstanding the foregoing, this Option shall be fully exercisable (in whole or in part at the discretion of the holder) on and after a Control Change Date and during the period (i) beginning on the first day following any tender or exchange offer for shares of Common Stock (other than one made by the Company and provided that shares of Common Stock are acquired pursuant to such offer and (ii) ending on the thirtieth day following the expiration of such offer).
STOCK OPTION AGREEMENT PURSUANT TO THE CITY HOLDING COMPANY 1993 STOCK INCENTIVE PLANStock Option Agreement • March 15th, 2005 • City Holding Co • National commercial banks
* An installment becomes exercisable when the closing price for the Common Shares reported on Nasdaq-NMS (or other exchange on which the Common Shares are then traded) is equal to or greater than the price set forth in the table for at least 20 consecutive trading days. In the absence of a trading market, the market price shall be reasonably determined in good faith by the Company’s Board of Directors.
City Holding Company Charleston, West Virginia 25313 Ladies and Gentlemen:City Holding Co • March 15th, 2005 • National commercial banks
In connection with the proposed merger (the “Merger”) of Classic Bancshares, Inc., a corporation organized under the laws of the State of Delaware (“CBI”), into City Holding Company, a corporation organized under the laws of the State of West Virginia (“CHC”), pursuant to an Agreement and Plan of Reorganization dated as of December 29, 2004, by and among CBI, CHC, Classic Bank, a Kentucky commercial bank (“Classic”), and City National Bank of West Virginia, a national banking association (“City National”) (the “Merger Agreement”), we have been asked by CHC to render our opinion to CHC with respect to certain Federal income tax consequences of the Merger.
